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<PAGE>   61
                               THE EXCHANGE OFFER
     In connection with the sale of Original Notes to the Initial Purchasers
pursuant to the Purchase Agreement, dated March 12, 1999, among the Issuers and
Goldman, Sachs & Co., Chase Securities Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Bear, Stearns & Co. Inc., NationsBanc Montgomery
Securities LLC, Salomon Smith Barney Inc., Credit Lyonnais Securities (USA),
Inc., First Union Capital Markets Corp., Prudential Securities Incorporated, TD
Securities (USA) Inc., CIBC Oppenheimer Corp. and Nesbitt Burns Securities Inc.
(collectively, the "Initial Purchasers"), the holders of the Original Notes
became entitled to the benefits of the Registration Rights Agreements.
     Under the Registration Rights Agreements, the Issuers became obligated to
(a) file the Exchange Offer Registration Statement in connection with the
Exchange Offer within 90 days after the Issue Date, and (b) cause the Exchange
Offer Registration Statement relating to such Exchange Offer to become effective
within 150 days after the Issue Date. The Exchange Offer being made hereby, if
consummated within the required time periods, will satisfy the Issuers'
obligations under the Registration Rights Agreements. This Prospectus, together
with the Letter of Transmittal, is being sent to all such beneficial holders
known to the Issuers.
     Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal, the Issuers will accept all
Original Notes properly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on the Expiration Date. The Issuers will issue $1,000 principal
amount of Exchange Notes in exchange for each $1,000 principal amount of
outstanding Original Notes accepted in the Exchange Offer. Holders may tender
some or all of their Original Notes pursuant to the Exchange Offer.
     Based on interpretations by the staff of the Commission set forth in the
Morgan Stanley Letter, the Exxon Capital Letter and similar letters, the Issuers
believe that Exchange Notes issued pursuant to the Exchange Offers in exchange
for Original Notes may be offered for resale, resold and otherwise transferred
by any person who received such Exchange Notes, whether or not such person is
the holder (other than Restricted Holders) without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such Exchange Notes are acquired in the ordinary course of such holder's or
other person's business, neither such holder nor such other person is engaged in
or intends to engage in any distribution of the Exchange Notes and such holders
or other persons have no arrangement or understanding with any person to
participate in the distribution of such Exchange Notes.
     If any person were to be participating in an Exchange Offers for the
purpose of participating in a distribution of the Exchange Notes in a manner not
permitted by the interpretations by the Staff of the Commission, such person (a)
could not rely upon the Morgan Stanley Letter, the Exxon Capital Letter or
similar letters and (b) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction.
     Each broker-dealer that receives Exchange Notes for its own account in
exchange for Original Notes, where such Original Notes were acquired by such
broker-dealer as a result of market-making or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of